Board of Directors

Telia Company’s Board of Directors consists of nine members elected by general meeting, serving one-year terms, and three employee representatives from the Swedish operations. The 2019 EGM elected Lars-Johan Jarnheimer as Chair of the Board of Directors.

The members elected by the AGM are considered to be independent in relation to the company and to the shareholders.

The Board of Directors is responsible for the company's organization and the management of the company's business, which means that the Board of Directors determines the Group's general strategy and makes strategic decisions of greater importance.

The Board of Directors appoints the Chief Executive Officer and issues guidelines for the management of the Group.

The guidelines for the work of the Board of Directors are set down in standing orders. The standing orders contain rules regarding the number of ordinary Board meetings (at least five ordinary meetings per calendar year), the agenda of ordinary Board meetings, responsibilities within the Board, including the obligations of the Chair of the Board, responsibilities of members of the Board and the CEO, and how work is carried out in committees.

OlafSwantee

MartinTivéus

AgnetaAhlström

StefanCarlsson

HansGustavsson

Activities

In 2019, the Board of Directors held ten ordinary meetings (whereof two inaugural meetings) and five extra meetings.

In addition to following up on the day-to-day business of the Group, the Board of Directors paid special attention to:

Strategic options, with specific review of the changing business environment in the telecom industry

Follow-up of major strategic initiatives within the business operations

Operating model and organizational issues, including the enrollment of the new operating model

Review of the overall sustainability risks for the Group, including decision on new sustainability targets

Monitoring of the court ruling related to corruption and money-laundering allegations against former employees and disgorgement claim against the company related to the investments in Uzbekistan as well as payment of remaining disgorgement amount to the Dutch authorities

Monitoring of the global settlement agreement with the US Department of Justice

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Committees

To improve board work efficiency, the Board of Directors has appointed a Remuneration Committee and an Audit and Responsible Business Committee. The committees prepare recommendations for the Board.

The Remuneration Committee

The Remuneration Committee handles issues regarding salary and other remuneration to the CEO and Group Executive Management, incentive programs that target a broader group of employees and succession planning. The Remuneration Committee has the authority to approve remuneration to the members of Group Executive Management, except for the CEO remuneration which is decided by the entire Board of Directors. The committee consists of Lars-Johan Jarnheimer (Chair) and Rickard Gustafson.

The Audit and Responsible Business Committee

The Audit and Responsible Business Committee reviews for example financial statements, accounting, internal controls over financial reporting and auditing. The Audit and Responsible Business Committee has the authority to decide on audit scope and audit fees and to approve purchase of other services from the external auditors. The committee primarily reviews the sustainability strategy, the progress of the Sustainability Priority Action Plan and the Ethics and Compliance programs as well as the external sustainability reporting. The committee consists of Nina Linander (Chair), Ingrid Bonde and Jimmy Maymann.

If you believe there are deficiencies in Telia Company’s financial reporting or if you suspect any misconduct within the Telia Company group, you may address your concerns to:

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Remuneration

At the 2020 Annual General Meeting, it was decided that the remuneration to the Board of Directors shall be unchanged from the previous year. The Chair of the Board shall receive SEK 1,825,000 and the Vice-Chair SEK 860,000. Other Board members elected by the AGM shall receive remuneration of SEK 610,000 each.

The Annual General Meeting also decided that the Chair of the Audit and Responsible Business Committee shall receive SEK 275,000 and the other members of the Audit and Responsible Business Committee shall receive SEK 150,000 each.

Furthermore, the Chair of the Remuneration Committee shall receive SEK 70,000, and other members of the Remuneration Committee shall receive SEK 50,000 each.